Secured Loan by Halo
Halo has agreed to lend to QRS up to $500,000 by way of a secured loan for working capital purposes. The term of the loan will be 1 year and will be secured by a general security agreement over QRS's assets and property.
-- Completion of the Merger is subject to a number of conditions, including the following:-- completion of due diligence with results satisfactory to each party;-- execution of a definitive arrangement agreement;-- approval by the shareholders of both Halo and QRS to the Merger at joint meetings expected to be held in the second quarter to 2013;-- court approval for Halo;-- receipt by Halo and QRS of fairness opinions from their respective financial advisors;-- all representations and warranties of each party being true, and all covenants of each party having been complied with, at closing;-- receipt of all required third party consents;-- receipt of all required regulatory approvals, including the approval of the TSX Venture Exchange;-- the absence of a material adverse change in the business, financial condition, assets or operations with respect to each party; and-- notices of dissent given by holders of less than 3% of the outstanding shares of Halo.
No assurances can be given that the Merger will be completed, that the conditions to closing will be satisfied, or that the terms of the Merger will not change materially from those described in this news release.
About Halo Resources Ltd.
Halo is a Canadian-based resource company focused on the acquisition of near production base and precious base metal deposits.
About QRS Capital Corp.
QRS is a mineral exploration company focused on exploration and development stage copper and gold targets in South America, particularly in Chile, Peru and Mexico.
ON BEHALF OF THE BOARDS OF DIRECTORS
Marc Cernovitch, President and Chief Executive Officer
John Seaman, Chairman & Chief Executive Officer
This news release contains certain "forward-looking information" within the meaning of applicable Canadian securities laws. Forward-looking information is frequently, but not always, characterized by words such as "plan," "expect," "project," "intend," "believe," "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking information in this news release includes, but is not limited to, statements with respect to the negotiation and final terms of a definitive agreement with respect to the merger, the completion of the merger, the business plans and strategies of the resulting issuer, the development of the Aurum Project and the realization of the potential, if any, at the Aurum Project. The reader is cautioned not to place undue reliance on forward-looking information. Forward-looking information is based on certain assumptions, opinions and estimates of management at the date the information is given and is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. These assumptions include, but are not limited to, no material adverse change in the business or affairs of either QRS or Halo. Factors that could cause the forward-looking information to differ materially in actuality include risks typical of operating in the mining industry, changes in gold and other metal prices, fluctuations in currency exchange rates and the failure to obtain the required shareholder and regulatory approvals for the merger. More information about the risks and uncertainties affecting QRS and Halo can be found in QRS's and Halo's filings posted on SEDAR at www.sedar.com. Neither of QRS and Halo undertakes an obligation to update forward-looking information if circumstances or management's estimates or opinions should change, except in accordance with applicable laws
Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Halo and QRS should be considered highly speculative.
The TSX Venture Exchange has in no way passed on the merits of the proposed transaction and has neither approved or disapproved the contents of this press release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Halo Resources Ltd.
President and Chief Executive Officer
QRS Capital Corp.
Chairman and Chief Executive Officer